DGAP-News Eckert & Ziegler withdraws offer to acquire Theragenics
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DGAP-News: Eckert & Ziegler Strahlen- und Medizintechnik AG / Key
word(s): Offer
Eckert & Ziegler withdraws offer to acquire Theragenics
06.04.2011 / 18:26
Berlin, Germany, April 6, 2011. The Executive Committee of Eckert & Ziegler
Strahlen- und Medizintechnik AG (Reuters: EUZ.DE) today determined not to
increase, or to continue to pursue, its offer to acquire Theragenics
Corporation (NYSE: TGX) due to continued resistance from the Theragenics
board of directors against any kind of negotiated transaction, and for lack
of evidence that the additional effort of a hostile take-over would be
justified by the risk-adjusted business value of the target. Eckert &
Ziegler therefore withdraws its offer to acquire Theragenics.
On 17 March 2011, Eckert & Ziegler announced that it had submitted a
non-binding proposal to the Board of Directors of Theragenics Corporation
to acquire, either directly or through Eckert & Ziegler affiliate IBt
Bebig, all the outstanding shares of Theragenics for $2.20 per share, in
cash. The offer represented a total equity value of approximately $74
million and a premium of 38.4% over Theragenics´ closing stock price on 16
March 2011. The offer also represented a premium of 15.8% over the 52 week
high trading price of Theragenics stock.
Regrettably, Eckert & Ziegler received a letter from Theragenics, dated 25
March 2011, in which the Board of Directors of Theragenics reiterated that
it had determined that it was not advisable for Theragenics to pursue a
sale of the Company ´at this time´. Eckert & Ziegler´s proposal, the letter
claimed, ´grossly´ undervalued the business and prospects of Theragenics.
The letter then also discouraged ´further discussion´, despite the fact
that the $2.20 per share price offered had not been reached during the past
two and a half years, and that significant value developments have not been
reported since.
Under American law, and particular in the case of Theragenics, the Board of
Directors occupies a very strong position vis-à-vis a potential acquirer. A
hostile take-over bid is therefore much more costly and time consuming than
a consensual transaction, and fighting an unreceptive board is only
justified if the acquirer sees a substantially increased business value
beyond the friendly terms offered. Lacking evidence of the latter, Eckert &
Ziegler decided against increasing the offer or continuing its effort to
acquire Theragenics at this time. However, Eckert & Ziegler continues to
strongly believe that the proposed acquisition would provide superior value
to Theragenics´ shareholders than the current strategy and would offer
better products, better services and innovation to customers.
´We continue to believe that our all cash offer of $2.20 per share provides
fair value to the shareholders of Theragenics. We are very disappointed
that the Theragenics Board of Directors refuses to engage in a productive
discussion between us, which could have put Eckert & Ziegler in a position
to increase the offer. But this refusal to engage in any negotiated process
whatsoever currently obliges us to withdraw our offer´, said Dr. Andreas
Eckert, CEO of Eckert & Ziegler and Chairman of the Board of IBt Bebig.
´We believe the Board and management of Theragenics continues to act in
their own interests, rather than the best interests of all of the
shareholders of Theragenics. We continue to believe a transaction between
Eckert & Ziegler and Theragenics would be mutually beneficial to
Theragenics´ shareholders, employees and customers, and we reserve the
right to in the future to make a new proposal to acquire Theragenics. We
believe the combined companies would provide a real opportunity to further
promote Permanent Brachytherapy, a minimally invasive one day procedure, as
an effective and economical treatment option´, said Dr. Edgar Löffler
Managing Director of IBt Bebig.
End of Corporate News
06.04.2011 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP´s Distribution Services include Regulatory Announcements,
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Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: Eckert & Ziegler Strahlen- und Medizintechnik AG
Robert-Rössle-Str.10
13125 Berlin
Deutschland
Phone: 49 30 941084-138
Fax: 49 30 941084-112
E-mail: karolin.riehle@ezag.de
Internet: www.ezag.de
ISIN: DE0005659700
WKN: 565970
Listed: Regulierter Markt in Frankfurt (Prime Standard), Stuttgart;
Freiverkehr in Berlin, Düsseldorf, Hamburg, München
End of News DGAP News-Service
118755 06.04.2011
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